Power Girl meet Superwoman
by ben10987654321
Summary: One-shot set in my Decade Lost universe. Chloe meets her alternate universe counterpart. Inspired by the episode 'Luthor'.


**Power Girl meet Superwoman**

Summary: One-shot set in my Decade Lost universe. Chloe meets her alternate universe counterpart. Inspired by the episode 'Luthor'.

Disclaimer: I don't own the characters I use in this story.

Author's Note: It has been awhile since I came back to this universe but after watching the episode Luthor I was hit with an idea that I wanted to run with. Small reminder that in this universe Chloe has been transformed into the heroine Power Girl.

* * *

Power Girl opens her eyes and lets out a groan as she registers the unusual experience of pain that is her ringing head. Ever since Chloe had undergone her transformation from meteor freak to half-Kryptonian superhero pain had become a rare and unusual experience for her.

Chloe takes a second to try and remember what happened. There had been an emergency League meeting due to some dimensional portal activity that the League had traced to the alternate universe referred to as Earth-3; home of the Crime Syndicate which is basically the mirror version of the Justice League.

Chloe had been in her 10 year long sleep when the League had first run foul of the Crime Syndicate but she had read up on them. In the Earth-3 universe Clark had been found and raised by Lionel Luthor. The result being the sweet, kind and loving man she knew had been twisted into this cruel power mad despot, for lack of a better description, who called himself Ultraman.

This Clark was leader of the Crime Syndicate which de-facto ran the planet. Only the threat of a nuclear retaliation by the government kept a lid on their activities. Chloe had read that feeling restrained the Crime Syndicate had tried to expand the influence of their criminal empire beyond their own universe and into others only for them to find themselves up against the Justice League. The League's strength had been enough to force the Syndicate back to their own universe but the recent portal activity had lead to the conclusion that the Syndicate were up to something so the League which included her had travelled to this universe to confront them.

Chloe remembers they walked into an ambush during which she was knocked out until right now. Chloe looks around and tries to get her bearings. She finds herself in a plain room strapped down to a table set at a 45 degree angle. She tests the metal bonds around her wrists only to find she can't break them much to her surprise.

"The metal is laced with blue kryptonite."

Chloe's eyes look around her and from behind her walks what should be a familiar man dressed in red and blue with a red cape and he would be apart from the red U on a yellow shield and the sinister look in his eye.

"Hello Chloe," Ultraman greets her as he greedily looks up and down her body with a leering smirk.

Chloe tries her best not to show fear and locks Ultraman with a hard glare. "What do you want?"

"What? No 'how did you know who I was'?" Ultraman queries.

"I'm going to assume I have a counterpart that you are acquainted with."

"Indeed." Ultraman runs a finger down her chest between her ample cleavage enjoying every second of doing so. "Now this is how I like my women to dress. Makes it more difficult to hide any concealed weapons."

Chloe's costume, consisting of a skin-tight white body suit, blue boots and gloves and a red cape along with a red belt, she will admit doesn't leave a whole lot to the imagination but she won't take up any debate in that area with this jerk. "The only weapon I need is my foot when I shove it up your ass."

Ultraman grins quite amused by her feisty attitude. "You know I was curious as to where you were last time I entered your universe. I looked you up and it said you were dead."

"I was. I'm better now."

"I can see that," Ultraman remarks and Chloe can see his eyes flash electric blue. X-ray vision. Pig!

The door to the room opens and in walks a tall woman with long dark hair and dressed in a black leather leotard with long black leather gloves and boots. Around her neck is a necklace with the letter S on it. She is Superwoman, second in command of the Crime Syndicate and wife to Ultraman. The word Dominatrix pops into Chloe's head as a description.

Ultraman moves to her and Chloe is forced to watch as they share a kiss and grope each other in a matter so crude and blatant even porn movies would consider it illegal.

Once done Superwoman makes her way to stand next to the table where Chloe remains restrained and then looks Chloe over with the same leering look Ultraman gave her. Like Chloe needs this.

"Don't I get a hello?" Superwoman asks.

"Get stuffed!" Chloe snarks.

Superwoman smiles. "Oh come on. Don't be like that. You and I have more in common than you think."

Chloe snorts. "I doubt it."

Superwoman runs her hand through Chloe's blond hair. "You're lucky," she says. "You got to keep your blond hair when you underwent your transformation. I didn't."

At that Chloe turns her head and looks at Superwoman. Really looks at her and that is when she sees it. Sees her. What Chloe means is that take away the dark hair and she would be looking into a mirror. Superwoman is her. "Oh my god," she whispers. "You're..."

"Chloe Anne Sullivan...or I was once upon a time. You see like you I used my meteor powers to save Clark's life."

"Not that she did it for any altruistic reasons," Ultraman chips in. "She thought by doing it I would owe her."

Superwoman fixes him a hard glare. "It wasn't like I was going to ask for much. I think a job at the Planet in return for saving your life was fair."

Ultraman rolls his eyes. "Don't pretend that is all you wanted. It was all you knew you could ask for without me killing you where you stood."

"I had given you plenty over the years without asking for anything before!"

Ultraman grins. "That's true and I had given you _plenty. _Over and over again." He looks at Chloe and explains. "You see Chloe, my Chloe, had spent years sniffing around me knowing that a Luthor would be a great aid in her wish to be a journalist and I was happy to indulge her especially when she was so happy to open her legs for me as an aid to get what she wanted."

Chloe feels ill at the thought that her double would use sex to try and benefit her career.

Ultraman continues. "Anyway to cut a long story short while you were 'dead' your Clark found a Kryptonian device which swapped him and me around. That was the first time we became aware of each other. While he was here in my universe he managed to persuade Oliver Queen and his fiancée Lois Lane to try and kill me which they almost did with kryptonite."

"But I saved him," Superwoman picks up the story. "Using the meteor power we both had but it came at a high price."

Chloe knows what price that is. She lost a decade of her life in saving Clark. Not that she regrets doing it for a second because she doesn't. If she had to do it all over again Chloe knows she would do so in a second.

"The difference is," Superwoman continues, "that in this universe Clark repaid me by having me shipped off to a Luthorcorp lab to be studied like a lab rat. During the study of me the scientists deduced that I wasn't dead like I looked but was being changed most likely in the same way you were."

That being that when Chloe saved Clark she somehow absorbed a portion of his Kryptonian DNA which ended up rewriting half her own DNA and turning her into the super-powered woman she is now.

Ultraman once more picks up the story. "The scientists deduced that due to the kryptonite in her body this process would take about 10 years but patience has never been one of my strong suits so I had the kryptonite purged from her body and more of my DNA inserted into her genetic structure."

"More?" Chloe queries. "Why?"

"To make her compatible. Why else?"

"He wanted a son and heir," Superwoman explains more concisely.

"Which no mere human could give me and please don't even try to sell your double there some sob story about the horrid experiment I turned you into. You have enjoyed every second of the powers I gifted you with."

Superwoman will admit that yes that is very true. Her powers have allowed her to get things she could never have dreamed of otherwise. It had its price though. "Gift? I wouldn't call it a gift exactly. In return for them the deal was I marry him and give him a son. If I failed to do that he would find another who could to replace me," Superwoman explains to her double.

"Yet I have not. I even tolerate your little indulgences," Ultraman reminds her.

Superwoman snorts. "Like you don't indulge in exactly the same way?"

"At least I'm discreet about it," Ultraman says sounding a little snippy. "Now if you'll excuse me I have to prepare for the Justice League's arrival," he says before turning and leaving. He knows the do-gooders would come for their team-mate and he needed to be ready.

This leaves Chloe alone with her double. "What did he mean indulgences?" Chloe asks letting her curiosity get the better of her.

Superwoman smiles in a way Chloe finds very disturbing. "We all have our particular gifts. Clark's is his brute strength and raw power. Any who cross him die. Whereas Owlman for example is his marvellous mind. Mine is to use my feminine gifts."

"I'm not even going to ask what you mean by that."

"Why not? It's very simple. Men are so easy to manipulate if you... _stimulate_ the organ they think with and I don't mean their brains."

"There is no way you are me," Chloe says with absolute certainty. No version of her would ever use her body like that simply to get ahead. She could never imagine even contemplating cheating on her Clark whom she loves so much.

"I'm you with a just a little more ruthlessness about getting what she wants and the willingness to use the means to get it. Want an example?"

"No."

Superwoman continues on regardless. "Well lets start with what happened after I woke up. You see it took Luthorcorp's scientists about two years to complete their alterations and I woke up to a very different world. For trying to kill him Clark had got rid of poor old Ollie."

Which means Oliver in this universe is dead Chloe realises. "And what of Lois?" she has to ask.

"Oh yes. Our dear dear cousin," Superwoman says with a lot of insincerity. "Well Clark let her live with the impression he would kill her one day. He likes to leave people living in fear of him if he has a choice about it and she got on with what you would laughably call her life or more correctly my life."

"What?"

"I woke up only to find Lois had usurped my life. She had become the star reporter for the Daily Planet. She had become the very thing I had worked towards getting since I was 6. She stole my dream!" Superwoman says with a raised angry voice. "But I made her pay. Oh yes I did," she then adds with some seriously sinister overtones.

"What did you do?"

"I did to her what she did to me. I usurped her life. You see I am no longer Chloe Anne Sullivan. As far as the world is concerned I am Lois Joanne Lane."

"And the real Lois?" Chloe asks although she is pretty certain she won't like the answer.

"I killed her," Superwoman says far too easily.

Chloe looks at her double in horror. "You can't have...she's family...how could you?"

"To survive in this world you have to be ruthless. Family is a weakness. Clark was impressed by my actions. So impressed in fact that he took me right there on Lois' desk next to her still cooling corpse lying on the floor."

Ok Chloe has officially entered hell and that visual is making her want to vomit. It also clues her in on just how far beyond redemption her double is.

Superwoman continues on telling her story. "Afterwards I simply took Lois' name and her place in this world."

"And no-one realised that you don't happen to look anything like Lois."

"People in this world are not stupid enough to ask questions like that. Especially when my husband happens to own the paper. So here I am. I'm rich. I'm powerful. I have the job I always wanted."

"And you only had to murder our cousin to get it," Chloe says with disgust.

Superwoman shrugs like it doesn't matter because to her it doesn't. She has killed lots of people to get where she is today. She runs her hands through her hair. "I do miss being blond," she admits. "But the DNA Clark inserted into my genetic structure unfortunately included his hair colour."

Well hasn't this been a fun little chat Chloe sarcastically thinks to herself but maybe she should get back onto the real issue. "Is there a reason I'm still alive apart from being bait in a trap for the League?"

Superwoman smiles, pleased by her double's understanding of the situation. "I'm glad to see playing hero hasn't blunted your mind as much as I thought and well if I'm being honest when I saw you enter our world I was curious about you. I assumed when I saw your powers you had been transformed like I had been but it left the question of where you have been for the last decade."

Chloe fixes her double a hard cold stare. "My Clark would never treat me like a lab rat so the transformation process was left to its natural progression."

"And you awoke to find that Lois had usurped your life right."

"I have nothing more to say to you," Chloe tells her double not letting Superwoman take her any distance down that path. Chloe knows what her double is trying to do because Chloe has done the exact same thing as a journalist in trying to get people to open up and let slip something. She had told her double all she wants to tell her.

"If you don't tell me my husband will get it out of you and he isn't as nice as I am," Superwoman warns Chloe.

Right. Nice. The murderer of her own cousin is claiming to be nice. 'Give me a break,' Chloe thinks to herself.

The whole room then shakes. Superwoman looks up unconcerned. "Well it looks like your friends are here."

A wall of the room explodes and when the dust clears Chloe finds Superman and Ultraman locked together grappling for superiority.

"Give it up Kent!" Ultraman mocks his double as he slams Superman into the wall cracking it. "You know you can't beat me."

Superman flips the two of them round and slams Ultraman into the wall. "Funny because that is exactly what happened last time we met." Clark did beat him.

The next thing Clark knows is that he is grabbed from behind and slammed onto the floor momentarily winded. He finds himself on his back being straddled by Superwoman who has that forever lustful gaze in her eye and can guess she is the one who threw him.

"Well well Superman. You know I've always wondered what it would feel like to get you under me," she says with a sultry sexual tone that at the same time manages to carry this undertone of deadly threat.

Clark does not respond. He doubts even his red K alter ego would find this psychopath attractive.

"Nothing to say?" Superwoman queries while she wonders why he is not trying to get out from under her.

Clark simply looks at her and his eyes glow red. Superwoman leans to the side and barely dodges the two beams. She then slaps him for trying that. "You missed!" she mocks.

Clark smirks. "Did I?"

Superwoman frowns at his tone of voice as her mind works out what he means. Then she realises the position to where she threw him and what or more precisely who is behind her. She turns her head just in time to see a blue gloved fist come flying at her face.

* * *

Sometimes people look at Clark or more accurately Superman and think he is all brawn and very little brains. In reality nothing could be further from the truth. If you think about all the times his enemies especially Lex Luthor had come up with some method to neutralise his powers and yet Clark still managed to defeat them it is an accusation that doesn't hold much water.

Applying this to his mirror counterpart Ultraman Clark made it look like he was just charging in and fighting him. In a way he was but it was with a purpose. Ultraman is obsessed with proving himself better than Superman so therefore it was easy enough for Clark to get Ultraman totally focussed only on him and not on what the rest of the League were up to.

While Clark was fighting Ultraman the rest of the League fought their way into the Crime Syndicate's Floating Fortress HQ, destroyed the trans-dimensional technology and wiped all data from their computers. That would ensure that the Crime Syndicate would not be threatening other realities for quite some time. It didn't help the people of Earth-3 but it was an unhappy compromise. The Justice League could not stay on Earth-3 indefinitely and engage in a never ending war with the Crime Syndicate. A war which would devastate the planet. The most they could do was keep the Crime Syndicate contained to their own universe. Clark didn't like it but it was all they could do so he learned to live with it.

Anyway it was all over now. They were all back home. He was in bed in his apartment. The shifting of smooth feminine skin next to his own reminds him he is not alone. He looks down to the mass of blond hair sprawled on his chest and he smiles at how beautiful Chloe looks in her sleep. He had been terrified when Ultraman had taken her and so relieved when he found her. After freeing her from her restraints she had been a big help in fighting Superwoman while he took on Ultraman. Clark would have been hard pressed to fight those two by himself. As soon as the League had succeeded with their mission he and her made their getaway and managed to give Ultraman and Superwoman the slip. They regrouped with the League and used their trans-dimensional portal to get back home. Clark can't help but smile a little at the thought of how infuriated Ultraman will be when he realises what they did.

He looks down at Chloe once more and his smile slips. He wraps his arms around her and squeezes gently. "I'm sorry," he whispers.

"For what?" Chloe surprises him by asking. He thought she was asleep.

"I didn't mean to wake you," he apologises.

Chloe opens her eyes and looks up at him and Clark finds himself under their intense blue gaze. One of the changes Chloe had undergone was that her previous green eyes had become blue.

"What are you sorry for Clark?" Chloe insists he tell her. Clark likes to think that by keeping things to himself he can protect people but Chloe has never let him get away with that.

Clark's expression becomes extremely guilt ridden. "That you got caught. I led us right into an ambush."

Chloe has to fight the urge to roll her eyes. She isn't surprised by this. She is only surprised that it took so long for them to get around to talking about it. She rolls herself off from where she usually sleeps which is virtually on top of Clark to his side and sits herself up. Clark sits himself up as well. "It wasn't your fault Clark," Chloe tells him.

"As the leader of the Justice League it kind of is Chlo."

"Clark while we don't tend to think about it it is a risky business we are in. Stuff like this happens."

Clark knows she is right but he loves Chloe so much and the thought of her in the grasp of his criminally insane double makes his heart clench with fear. "Did he hurt you?" Clark asks her because if Ultraman did Clark is going back to Earth-3 and give his double the beating of a lifetime.

Chloe takes Clark's hand into her own and looks at him softly. She knows how much he worries about that. "No."

Clark leans over and kisses her. He gently strokes her cheek. Chloe smiles at him and pats his cheek back in return. "I'm fine big guy," she insists. "No harm done. He just gave me some leering looks. That's all."

Clark once more gather Chloe into his arms and takes several minute just to hold her close.

"Can I ask you a question?" Chloe asks of him.

"Of course," he says without hesitation.

"It's about Superwoman."

Clark does not want to think about her. He tries very hard to think about her as little as possible. "What about her?"

"What do you know about her?"

"Not much. She has superstrength, speed and the power of flight about equal to Diana. In fact I think it was Diana that speculated that Superwoman could be her counterpart."

"She's wrong."

Clark is caught by the certainty with which Chloe said that. "Chlo?" she queries.

Chloe lets out a sigh. "She and I had a little chat before you turned up."

"So who is she?"

"She's me."

Clark looks at Chloe like he must have misheard her. "What?"

"She's me Clark."

Clark's brow furrows into a frown. He has met and fought Superwoman a few times and he can't recall ever seeing even a hint of Chloe in her. "Are you sure? I mean she doesn't even have blond hair."

"I'm sure and the hair is because of how she was transformed."

Clark listens carefully as Chloe retells the whole conversation she had with Superwoman and Ultraman including the bit about how Superwoman was changed. "I wish I could say I was surprised," he comments. "But my double has no moral qualms whatsoever."

"Neither does she," Chloe remarks. " I just don't get..." she starts to say then stops.

"Don't get?" Clark asks trying to gently prompt her to continue.

"Don't get how any version of me becomes so twisted." During her talk with her double they never really went into detail about what it was that led that Chloe to become what she now is but she had read Superwoman's file that the League had and her double is just as evil as Ultraman is. "She confessed to me that she killed her Lois," Chloe reveals to Clark.

Clark frowns extremely unhappy but he has a feeling he knows how that Chloe become who she is. "It's him. It's his fault," he says with detectable loathing.

"Your double?" Chloe seeks to clarify as to whom Clark is referring to.

"From what you say that Chloe must have known Clark Luthor for awhile."

"He said she had been sniffing around him so he could help her in her career."

"Which at first could have been a perfectly innocent wish but remember this about my double Chloe. He is a Luthor and he embodies everything negative that goes with that name. It was probably a slow process. He probably spent years slowly manipulating her and changing her inches at a time but eventually it all adds up and one day she would have found that she had crossed that line by many many feet."

Chloe thinks she can fill in the rest. "At which point she has been changed so much that she finds that it doesn't bother her. In fact probably the opposite. She likes the power she suddenly finds herself with." Chloe's expression becomes slightly pale. "Oh god Clark I'm just like her."

"What?" Clark says unable to believe he is hearing this. "Chlo you are nothing like her."

"But I am Clark. I know it was an accident but I like having my powers."

"Why?" he asks her. "Why do you like having your powers?"

"Because I get to help people."

Clark smiles. "Exactly Chloe. You use them to help others. She uses them to help herself. It may not sound like a lot of difference but it is. It is what separates us from those we fight." He tips her chin up so she looks right into his face while he says his next piece. "You Chloe Sullivan are a kind, gentle, caring, wonderful, beautiful and without question the sexiest woman on the planet."

Chloe arches an eyebrow. "Sexiest huh?" she says with a smirk threatening her lips.

"Without doubt."

"You just had to add that one in didn't you?"

"It needed to be said."

"You say it all the time."

"For the obvious reason Chlo that to me you are the sexiest woman on the planet."

"I knew there was a reason I was dating you."

"I think we're a little past just dating Chlo."

"What makes you think that?"

"The fact we live and sleep together."

"There's never all that much sleeping going on," Chloe says with a grin.

Clark shakes his head. "Only you Chlo could find that something to complain about."

"Whose complaining? I'm not complaining. Stop putting words into my mouth farm boy," she tells him off with a gentle slap across his broad chest for good measure.

"I never need to put words into your mouth. They just come spurting out like some broken faucet. It is usually all I can do to shut you up," he says in light-hearted banter.

Chloe breaks out his embrace, puts her hands on her hips and tries to look angry at him although that is always so damn hard when all he has to do is flash his baby blues and his goofy smile at her and her heart melts into a puddle of goo. "You have never mentioned this before."

"Of course I don't say it Chlo. I have just come up with the perfect method of silencing you."

"Is that so? And pray tell what is this perfect method?"

Chloe finds the answer to be when in an instant she finds herself on her back having the living daylights kissed out of her. 'Good method,' her rapidly lust filled mind manages to remark. She very reluctantly pushes on Clark to bring this to an end and he looks down on her with that gentle loved filled expression she adores so much. "As much as I would normally love to take this all the way Clark after the day I have had it is alright if we just lie here and you hold me?"

Clark smiles at her. "Of course it is."

The two of them lie back down and Chloe settle down with her head resting on Clark's chest as he wraps his strong powerful arms around her. Clark kisses her on the top of her head and she shuts her eyes. "Love you Chlo," he says softly.

"Love you too Clark," she says back. Chloe feels Clark tighten his hold around her and she feels what no doubt lots of people feel when in Superman's arms. She feels safe but more than that she feels loved. As she drifts off to sleep Chloe thanks whatever God is listening that she had Clark Kent to take care of her as she slept for 10 years and now she has his love to keep her strong. She bets that that is one thing her double has no idea as to how it feels and in that sense Chloe pities her more than hates her.

The End.

* * *

_Author's Note: So basically my idea was that Chloe's counterpart is Superwoman. In reality in the comics Superwoman is Wonder Woman's counterpart and she is one sick puppy. She is married to Ultraman while having an open affair with Owlman and also Jimmy Olsen is her lover. She has a Dominatrix fetish and that is on top of the fact she is as power mad and cruel as any other member of the Crime Syndicate. I only really hinted at this promiscuous with my version of Superwoman although the killing her own cousin and then making love on Lois' desk while her corpse was still cooling definitely falls into the sick puppy category. Please feel free to write a review. I always appreciate them._


End file.
